The Members of
 
 S.B. & T INTERNATIONAL LIMITED
 
 The Directors present with pleasure the Twenty Fourth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 year ended March 31, 2011.
 
 1.  FINANCIAL RESULTS
 
                                                 {Rs. In Million)
 
 Particulars                              2010-2011       2009-2010
 
 Gross Profit                                 6.06           11.95
 
 Less: Depreciation                           2.32            2.83
 
 Profit before Tax                            3.74            9.12
 
 Provision for Tax - Current                 (1.64)          (5.27)
 
 Deferred                                     0.10           (0.14)
 
 Profit after Tax                             2.20            3.71
 
 Add: Balance brought forward                43.20           41.80
 
 Profit available for appropriation          45.40           45.51 
 
 Appropriations
 
 Proposed Final Dividend                      1.69            1.69
 
 Corporate Dividend Tax                       0.34           (0.62)
 
 Balance carried to Balance Sheet            43.37           43.20
 
 2.  OPERATIONS
 
 Turnover of the Company is Rs. 1293.63 million for the year ended 31st
 March, 2011 as compared to Rs. 1286.18 million for the year ended 31st
 March, 2010.
 
 3.  CAPITAL
 
 The Paid up Capital of the Company for the financial year ended 31st
 March, 2011 is Rs. 168,500,000 divided into 16,850,000 shares of Rs. 10
 each.
 
 4.  DIVIDEND
 
 Your Directors recommend dividend at the rate of 1% of the paid up
 capital of Rs. 168,500,000/- consisting of 16,850,000 equity shares of
 Rs.10/- each fully paid up for the financial year ended 31st March,
 2011 aggregating to Rs. 1,685,000/- and Tax on dividend of Rs.
 3,36,547/-. The dividend is free of tax in the hands of the recipient.
 
 6.    DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. Vivek Tharaney and Mr.
 Sunil Barjatiya, Directors of the Company retire by rotation at the
 ensuing Annual General Meeting and being eligible offer themselves for
 re-appointment.
 
 7.  FIXED DEPOSITS
 
 During the year under review, the Company has not accepted any deposit
 from public as the Company has stopped accepting deposits w.e.f. 12th
 September 2003 as per the resolution passed by the Board of Directors.
 Total amount of deposits as on 31 st March, 2011 was Rs.50,000 /-
 (Rupees Fifty Thousand Only). There were no outstanding or unclaimed
 fixed deposits as on 31st March, 2011.
 
 8.  Subsidiary Companies
 
 The Ministry of Corporate Affairs vide its General Circular No. 2 /
 2011 dated 8th February, 2011 granted general exemption to the
 Companies from attaching a copy of the Balance Sheet, the Profit and
 Loss Account and other documents of its subsidiary companies as
 required to be attached under Section 212 of the Companies Act, 1956 to
 the Balance Sheet of the Company subject to fulfillment of conditions
 stipulated in the circular.
 
 Therefore, the said documents of the following subsidiary companies
 viz. (1) S.B.&T Designs Ltd. (2) Mimansa Jewellery P. Ltd. (3) S.B.&T
 Holding Limited (4) Soft Touch Jewellers LLC (5) S.B.&T (U.K.) Ltd.
 will not be attached to the Annual report. However, the aforesaid
 documents relating to the subsidiary companies and the related detailed
 information will be made available upon request by any member or
 ypvestor of the Company.  Further, the Annual Accounts of the
 subsidiary companies will be kept open for inspection by a member or an
 investor at the Registered Office of the Company or the respective
 subsidiary company.
 
 As required under the exemption, a statement containing the requisite
 information for each subsidiary is attached with this Report.
 
 9.  CONSOLIDATED FINANCIAL STATEMENTS.
 
 The Consolidated Financial Statements of SB&T International Limited and
 its subsidiaries SB&T Holding Limited, Mimansa Jewellery Private
 Limited, Soft Touch Jewelers LLC, SB&T Designs Limited and SB&T (UK)
 Limited prepared in accordance with Accounting Standard 21 is annexed.
 
 10.  PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
 FOREIGN EXCHANGE EARNING AND OUTGO
 
 Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
 read with the Companies (Disclosure -of particulars in the Report of
 the Board of Directors) A rule, 1988 is annexed hereto and forms part
 of this report.
 
 11.  PARTICULARS OF EMPLOYEES
 
 Since none of the employees of the Company was drawing remuneration in
 excess of limits laid down pursuant to Section 217(2A) of the Companies
 Act, 1956 read with the Companies (Particulars of Employees) Rules,
 1975, details therewith are not furnished.
 
 PIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanation obtained by them, your Directors make the
 following statement in terms of Section 217(2AA) of the Companies Act,
 1956:
 
 (i) that in the preparation of the Annual Accounts for the year ended
 March 31, 2011; the applicable accounting standards have been followed
 along with proper explanation relating to material departures, if any.
 
 (ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year ended March
 31, 2011 and of the profit of the Company for that year.
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities
 
 (iv) that the Directors have prepared the Annual Accounts for the year
 ended March 31, 2011, on a going concern basis.
 
 COST AUDIT
 
 The company is not required to undertake the cost audit as required
 under Section 233 B of the Companies Act, 1956.
 
 AUDITORS
 
 M/s. M. M. Dubey & Co., Auditors of the Company, hold office until the
 conclusion of the ensuing Annual General Meeting. The Company has
 received letter from them to the effect that their appointment, if
 made, would be within the prescribed limits under Section 224(1-B) of
 the Companies Act, 1956. Your Directors recommend their re-
 appointment.
 
 CORPORATE GOVERNANCE
 
 Report on Corporate Governance is furnished as a part of the Directors''
 Report and forms part of this report. Certificate from the Company''s
 Auditors regarding compliance is annexed hereto and forms part of this
 report.
 
 PERSONNEL
 
 Your Directors place on record their appreciation to the sincere and
 dedicated services put irf by the employees of the Company at all the
 levels and in all the departments of the Company.
 
 BANKERS
 
 The Directors place on record their appreciation for the support and
 co-operation received from all the Bankers.
 
                            For and on behalf of the Board of Directors
 
 Place : Mumbai                                    Surendra Kumar Sethi
 
 Date  : 29th November,2011                                    Chairman
 
 Registered Office:
 138, Shreeji Chambers, First Floor,
 Tata Road No. 2, Opera House,
 Mumbai - 400 004